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| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM 8-K |
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| CURRENT REPORT |
| PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
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| Date of Report (Date of earliest event reported): December 4, 2023 |
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| VERTIV HOLDINGS CO |
| Exact name of registrant as specified in its charter |
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| Delaware | | 001-38518 | | 81-2376902 |
| (State or other Jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
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| 505 N. Cleveland Ave., Westerville, Ohio 43082 |
| (Address of principal executive offices, including zip code) |
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| Registrant's telephone number, including area code: 614-888-0246 |
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| Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Class A common stock, $0.0001 par value per share | | VRT | | New York Stock Exchange |
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| Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). |
| | | | Emerging growth company | ☐ |
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| If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ |
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Item 8.01 Other Events
On December 4, 2023, Vertiv Holdings Co., a Delaware corporation (the “Company”) issued a press release announcing that its indirect, wholly owned subsidiaries, entered into an agreement to acquire (i) the shares in CoolTera Ltd, a private company limited by shares incorporated in England and (ii) certain assets, including certain contracts, patent and trademark assets and intellectual property, from an affiliate of CoolTera Ltd. (the “Acquisition”).
The closing of the Acquisition is subject to customary closing conditions. The Acquisition is expected to close in the fourth quarter of 2023.
The press release describing the transaction is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01 (d) Financial Statements and Exhibits
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| Exhibit No. | | Exhibit Description |
| 99.1 | | |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: December 4, 2023 | Vertiv Holdings Co |
| /s/ David Fallon |
| Name: David Fallon |
| Title: Chief Financial Officer |
